VANCOUVER, April 23, 2020 /PRNewswire/ - Hollister Biosciences Inc. (CSE: HOLL, FRANKFURT: HOB, OTC: HSTRF) (the "Company" or "Hollister") – a diversified cannabis branding company with products in over 220 dispensaries throughout California, is pleased to announce that it has entered into a share exchange agreement dated April 22nd, 2020 among the Company, AlphaMind Brands Inc. ("TargetCo") and the shareholders of TargetCo (the "Definitive Agreement"), pursuant to which, the Company will acquire all of the issued and outstanding shares of TargetCo (the "Proposed Transaction").
Alphamind Brands is a Canada and US based growth stage company, that is developing a portfolio of certified legal mushroom based natural health products. It is also actively conducting R&D initiatives, led by Dr. Nikos C. Apostolopoulos, who is exploring psilocybin based pharmaceutical treatments. The company's "ready to ship" product SKU's include Cordyceps, Lion's Mane, Shiitake, Oyster and Reishi Mushroom based: liquid tinctures, concentrated mushroom powder(s), teas, and chocolate.
"We are very pleased to have completed the next step in consummating this very exciting acquisition", shared Carl Saling, Founder and CEO of Hollister Biosciences, Inc. "It is a fundamental value of our company to improve the overall health and performance of our customers through our high-quality products and the health benefits associated with medicinal mushrooms are tremendous. Not to mention, it is our continual objective to broaden our product scope and Alphamind, with its experienced management team, is a perfect foothold for us in the fast-growing market for medicinal mushrooms and complements our existing cannabis and hemp-based product offering."
"I think we have found a great partner in Hollister", shared Robert Birmingham, CEO of Alphamind Brands. "We have medicinal mushroom based product SKU's ready to ship and R&D is underway to develop an exciting IP portfolio surrounding psilocybin based pharmaceutical treatments. Being under the Hollister umbrella will allow us to access additional markets and leverage their existing manufacturing and distribution infrastructure and will be a fundamental part of the future growth of our business."
The Proposed Transaction
Pursuant to the terms of the Definitive Agreement, Hollister will acquire all of the issued and outstanding securities of TargetCo in consideration for the issuance of 6,000,000 common shares of the Company (the "Payment Shares") pro rata to shareholders of TargetCo at a deemed price of $0.20 per Payment Share upon closing of the Proposed Transaction (the "Closing Date").
The Proposed Transaction remains subject to certain closing conditions including, without limitation, (a) the receipt by Hollister of any necessary corporate and regulatory approval; and (b) each party's representations and warranties in the Definitive Agreement being true and correct in all aspects as of the Closing Date, and each party meeting its terms and conditions and completing its covenants and obligations as contained therein. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.
Hollister will not be assuming any long-term debt; no new control position will be created and there is no change in management or the Board of Directors of Hollister in connection with the Proposed Transaction.
In addition, the Company also reports that it will issue 500,000 common shares at a deemed price of $0.12 per share to an arm's length consultant pursuant to a consulting agreement in which services were provided from December 1, 2019 to the date hereof. In addition, the Company will issue 90,400 shares to an arm's length consultant pursuant to a consulting agreement in which services have been rendered since February 17, 2020 (See press release dated February 25th, 2020). All shares issued pursuant to the consulting agreements will be subject to a four month and a day hold period from the date of issuance.
About Hollister Biosciences Inc.
Hollister Biosciences Inc. is a multi-state cannabis company with a vision to be the sought-after premium brand portfolio of innovative, high-quality cannabis & hemp products. Hollister uses a high margin model, controlling the whole process from manufacture to sales to distribution or seed to shelf. Products from Hollister Biosciences Inc. include HashBone, the brand's premier artisanal hash-infused pre-roll, along with concentrates (shatter, budder, crumble), distillates, solvent-free bubble hash, pre-packaged flower, pre-rolls, tinctures, vape products, and full-spectrum high CBD pet tinctures. Hollister Cannabis Co. additionally offers white-labeling manufacturing of cannabis products. Our wholly-owned California subsidiary Hollister Cannabis Co is the 1st state and locally licensed cannabis company in the city of Hollister, CA birthplace of the "American Biker".
The CSE does not accept responsibility for the adequacy or accuracy of this release.
The CSE has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The securities to be issued in connection with the Proposed Transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.